Ben 10: Evolutions
by alienphantom
Summary: The Highbreed threat is over, the world is saved, and Ben has a new set of aliens. What next? Read on to find out!
1. Chapter 1

Well, the Highbreed invasion had been called off, the Earth was saved, and Grandpa Max had come back. All in all, things had gone pretty well, Ben reflected.

Ben waved good-bye as Julie entered Ship, who was currently a galactic arsenal on two wings. He was going to taker her home, and Ben was glad, since he really didn't have the energy left to do so. He was wiped out. Saving the entire galaxy does that to a guy.

Ben turned and walked over to Azmuth, who was standing next to Prof. Paradox, who was about to take the diminutive genius home.

"Hey, Azmuth, can you switch the master control back on? That energy wave seems to have reset it." Ben asked the Galvan, who smiled playfully.

"Why, yes, it seems it has. Have fun figuring it out." Azmuth chortled as he and Paradox disappeared in a flash of blue light. Ben grinned and examined the Omnitrix, pressing the two buttons to activate the holographic display.

He frowned as he turned the dial, looking through the aliens. "Aww, man. I don't recognize any of these guys." Ben looked distraught for a moment, then grinned. "Oh well." And, with that eloquent statement, slammed down on the faceplate.

His muscles bulged under his skin and his bones expanded, growing larger and more durable, while his hands grew long claws. White hair covered his skin. His face contorted as a snout sprouted from his where his nose and mouth used to be, and he grew, until he was roughly nine feet tall. "**AXECLAW!**" Ben cried as the transformation was complete.

Ben looked down at his hands, which were now four-fingered, with long black claws. He used one to scratch behind one of his small, round ears, and said to himself. "Okay…what can this one do? Whoa…my voice is deep now." Ben said, and indeed it was.

He had become a hulking, nine-foot tall creature with short white hair and a snouted face. His eyes glowed red, and his trunk was clothed in a dark-blue suit of amour, with the Omnitrix symbol in the middle of the chest. In short, he resembled a huge, bipedal polar bear.

Ben looked up, and realized that everyone had left him behind. Not only that, but the DNAliens had managed to seal the exit before they were changed back. Ben walked forward, his clawed feet making loud footsteps as he ambled over to the wall. He stood before it and, at his current height, was almost able to see over it.

He needed to get passed the wall and, utilizing deductive reasoning befitting a true hero (or, more likely, a bout of common sense), guessed that a giant bear would be able to punch through a thin cinderblock wall made in the fifties. And, it turns out, he was correct. He burst through the wall, crumbling pieces of cement showering onto the desert he was facing.

Ben looked out over the desert, discovering he actually had very good night vision. The lights of Bellwood glimmered in the distance like a diamond that had fallen onto the desert from the sky. He groaned, as he saw that the city was a few hours walk away. There was a flash of green light as Ben transformed back into himself. He scrolled though his new lit of aliens, examining each one as it passed him by.

"C'mon, one of you guys has to be able to get me home."


	2. Chapter 2

"C'mon, one of you guys has to be able to get me home."

Ben slowly turned the dial on the Omnitrix, looking as each of the aliens dialed through. He finally sighed in exasperation.

Oh, what the hell? Ennie, meanie, minie, HERO!" Ben yelled, slamming down on the watch while a random alien was selected.

His arms and legs became slender and muscular, while his skin turned light gray and his fingers melted together until he had three on each hand.

His hair disappeared and his head pulled up into a teardrop shape, and his pupils expanded, until his entire eye became shiny, glossy black as his mouth curled up into a smirk. Two antennae's shot up from his forehead, angled back towards the top of his head.

"**Speedster!"** He said in a voice that sounded like some sort of skater once the transformation was complete. Ben looked 0over his new form and his cocky smirk never strayed from his lips. His head was tear-dropped shaped, coming to a rounded point on top. His antennae were angled away from each other, but still swept back a little. His eyes were deep black, no irises visible, and his skin was smooth, the color of ash. His legs were long but muscled, with feet ending in velociraptor-like claws. The nails were glossy black and razor sharp, while his legs were visibly muscled. His arms, not so much. His hands were three fingered, with only two besides the thumb, and covered in black fingerless gloves. He was clothed in a tight, dark green suit, with black arms and black legs from the knee down. The Omnitrix symbol was on his left pec, while his nose jutted out slightly over his ever-present smirk.

Ben was positively buzzing with energy, like the time he had drank three cups of espresso and a can of Red Bull. Also, he could think rrrrreeeeaaaallllyy fast!

"Woo Hoo!" Ben yelled, then, in less time then it took him to properly think of what course of action he was taking, he blasted off into the desert, his feet pounding into the ground like two pistons, and a cloud of sand and dust billowed behind him as he streaked over he landscape, the city growing larger in his vision which, surprisingly, wasn't the least bit effected by his speed.

He flew thought the city limits, leaving a cloud of sand and several confused campers in his wake as he zipped though the streets. He skidded to halt as he attempted to figure out which wrong turn he had taken, when a car slammed though a mall's front door a block away, leaving glass littering the road.

Ben's smirk, which hadn't faded at all, widened as he streaked off after the thief. Well, he assumed it was a thief. Then again, it's pretty safe to assume that, when someone crashes through a mall door, they're breaking the law. He caught up with the car in a few seconds and ran along side the driver door, turning his heat to look inside and still managing to dodge incoming traffic. Go figure.

Inside the back seat, cash, jewels, and random stolen memorabilia were scattered about, while two guys sat up front. The passenger, a short guy wearing sunglasses ( at night?), was showing money into a backpack, while the driver, a tall, unshaven guy with slick black hair was swerving the car from side to side.

"Hey, guys, ya might want to slow down before you have a wreck." Ben commented offhandedly. The two looked over at him in shock, and the short guy yelled, "Dude, it's some kinda freak!" while the driver exclaimed, "Shoot it!" Ben rolled his eyes and said, "Wow, you two are as original as they come, aren't ya?" Then, his eyes widened as the driver pulled a gun from his pocket and began firing at Ben, who ducked under and passed behind the car, coming around the other side. He ran up and grabbed the latch for the passenger side door, opening it and pulling the short guy out by his shoulder. He squawked as he was dragged from the car, which is what happens when you don't wear a seat-belt. Ben turned from the car, ducking under another stray bullet, and streaked past a dumpster, tossing the guy in head-first. He ran back to the car, which was now barreling thought the park.

The driver was sweating bullets as he tried to look everywhere and keep his eyes on the road at the same time, mowing down small bushes and benches as he attempted to lose Ben. Having lost sight of him, the driver let out a sigh of relief, thinking he'd lost Ben.

"So, how's the escape goin', dude?"

The driver whirled around, panicked, and saw Ben sitting in the passenger seat, his feet up on the dashboard and a cocky smirk on his face. The man fumbled on his lap for his gun, but couldn't find it anywhere. "Looking for this?" Ben asked, twirling the pistol in his hand.

Ben smiled, then looked forward for a minute, before turning back to the driver.

"You may want to hit the brakes." Ben advised, then, in a tornado of movement, Ben and all the thieves' swag was gone, with a single banknote fluttering in the wind. The driver looked forward, and was greeted with the sight of the park lake looming in front of him. He didn't have time to slam on the breaks as the car flew over the edge, getting a little air-time before it splashed-down into the lake.

Ben skidded to a halt, looking into the water concernedly, until the driver bobbed to the surface. Ben laughed loudly at him, then his antennae picked up the wail of police sirens as they approached the park. All the stolen goods were piled next to a tree, which the short thief was tied to by an extension cord they had tried to steal. He was covered in slime and gunk, and an old hamburger was perched comically on top of his head, since Ben had ran back and grabbed out of the dumpster. He smiled, a job well done, then streaked off, just as the cops arrived on the scene.

Ben skidded to a stop in front of his house, a green flash brightening the yard as he transformed back into himself. He opened the door quietly, since all the lights were off, and silently crept up to his room. He opened the door, kicked off his shoes, and threw his jacket onto a chair as he fell onto his bed.

Ben winced when he thought of what he'd have to explain to his parents when he woke up. They were still a bit sore about his original lying about his powers, when they actually grounded him for the first time in his life. However, he'd worry about that later. Now, all he wanted to do was sleep.

_**Voices Actors**_

_**Axeclaw**_: Phil Lamar (Sig from Jack 2, Green Lantern from Justice League,)

_**Speedster:**_ Christian Potenza (Jude from 6Teen, Chris McLean from Total Drama Island)


	3. Chapter 3

The next morning, Ben woke up when his alarm clock started squawking annoyingly at him. He picked his head up from beneath the covers, glaring at the clock, which happily ignored him and continued to buzz at him. Ben groaned and pulled himself out of the covers, stumbling towards the door. Then, the realization hit him. It was a **school day**.

"Great, just freakin' peachy." Ben grumbled as he stripped and jumped in the shower. He winced when the scalding water cascaded down onto his head, rubbing it in discomfort. Ben **still** had a headache from when that Highbreed had literally punched Swampfire's head off. Which, honestly, is completely understandable.

Ben sighed as he scrubbed himself down. It really was amazing that he'd come out of the whole, 'Final Battle', thing unscathed. Sure, he had a few scrapes and bruises, but it wasn't anything major. _"Eh, I'll probably run out of luck one day, but, until then, I'll just keep doing my job._" Ben thought to himself as he left the shower and grabbed some clothes.

He opened his boxer drawer and winced at his collection. "I've got to get some better colors in my wardrobe." Ben complained as he sifted through the pile of green underwear. He put a pair on and grabbed a pair of jeans, as well as a white muscle shirt. He laced on his black-and-white converse and grabbed a a white jacket with a black stripe down the middle, around the collar, arms, and bottom, one going up the sleeves as well.

He eased open his door, looking down the hall. Since there was no detectable smell of boiling soy, he figured his parents were still asleep. He snuck out and tip-toed down the hall and stairs, grabbing his back-pack from the hallway. He grabbed a Pop-tart from the cupboard and was almost out the door when he heard his Dad's voice. "And just where do you think you're going?"

Ben winced. "Uhh…to…school?" He said hopefully. His mother shook her head. "Benjamin Alexander Tennyson, where were you last night?" Ben sighed, and retold of last night's events, from gathering the team, to the big battle, to finally, the single-handed saving of the Highbreed species. Even when he toned down the life-threatening stuff, it still sounded pretty bad. After he finished, rather short of breath, Ben waited apprehensively. He expected yelling, punishment, or something along those lines, so it was a great surprise when they both dragged him into a hug.

"Wait, so you guys…aren't mad?" Ben asked confusedly. His father pulled away for a moment to look at him.

"Oh, we're upset you didn't tell us. But, we're also very proud of you!" Ben's mom hugged him tighter, cutting off the oxygen supply to his brain.

"Oh, my baby's a hero!" She cried, but then grabbed him and held him still. "But, if you scare us like that again, so help me, I will ground you!" And she stood up, still grinning happily. Ben nodded, a little scared, and looked at his watch. And yes, we do mean the Omnitrix. It tells time now, Yay!

"Uh, Mom, Dad, I have to get to school. I'm walking Julie today." Ben admitted, rubbing his head embarrassedly. His mom smiled, while his father gave him a knowing thumbs-up. "Okay, run along. But, we need to talk when you get home."

Ben nodded and ran out the door, waving back as he dashed down the driveway. Julie's house was about eight blocks away, and school started in an hour.

"Oh, man. How am I gonna get there in time?!" Ben yelled out as he sprinted down the sidewalk. He skidded to a halt as he brought his wrist up. "Oh, duh." He chided as he turned the face plate and slammed it down.

His arms elongated as his fingers grew long and thin, separating as well. His legs shortened as his toes grew into claws, and a small tail sprouted from his spine. His face contorted, his mouth bulging outward and turning pointed, with the sharp tip curving down. His eyes moved to the sides of his head as they shifted from brilliant green to golden amber. As a last touch, light blue and dark green feathers sprouted from his skin in a wave, coloring him like a peacock.

"**HAWKWING!!!" **Ben screeched as he grabbed his backpack with his feet and flapped his wings to get airborne. He soared up above the houses and headed in the direction of Julie's house. He could easily find the way because, between Stinkfly and Jetray, Ben had gotten pretty good at aerial navigation. He flapped through the air, looking down as he tried to pick out Julie's house, when he saw a green and black truck pull up in front of the house and disappear. "Ugh, boy." Ben muttered in his new, keening voice while he tucked in his wings and went into a power dive.

He pulled up before he hit the ground, righting himself before he was engulfed in a flash of green light. Ben landed on the sidewalk as himself, looking around for the little green blob that was sure to be around.

"Ship?" Ben called out, and heard a muffled explosion from the backyard. He ran around back, climbing the fence and then running behind the house. He turned the corner, just in time to see Ship turn into a Ferrari, while Julie clapped for him. "Good boy, Ship!" She praised as the little Mechomorph ran around in a circle, panting happily. Ben grinned at the sight and walked over.

"Been teaching him some new tricks?" Ben asked playfully. Julie turned to him and smiled. "Oh, hey Ben." She said, then giggled while Ben yelled in protest as Ship leapt at Ben, enveloping him in one of the oddest hugs ever given. Ship beeped and flowed off him, while Ben shook his head, as if to free himself of any remnants of the little alien.

He held out his arms and asked, "So, are we going to school or what?" Julie smiled and picked up her pink backpack from the ground, while she and Ben walked towards school.

However, they didn't notice Ship whimper and slither into her backpack, nor the shooting star passing through the morning sky far above…

**Well, there it is. I'm staying canon to what we know so far, and I've managed to foreshadow two big, bad events in once sentence. GO ME!! XD**

**It took me two hours and some brainstorming to finish this chapter. Take five seconds and review, please.**

**_Voice Actor(s):_**

Aerodacty: Dan Williams ( Dractyl from Chaotic)


	4. Chapter 4

Ben and Julie were just stepping onto the school's front steps when Kevin skidded to a stop in the parking lot. Somehow or another, Gwen had managed to convince him to come to school. But, on the bright side, he got to get a new car. He had found his new car at the auto show he and Gwen had gone to after the big battle.

Kevin and Gwen stepped out of Kevin's new Lamborghini LM002, which basically looked like the illegitimate child of a Jeep and his old car, but he had crammed it full of is much alien tech as he could. He said something about a Plasma cannon, but Ben hadn't really been paying attention. He'd been talking to Julie at the time.

Regardless, they both walked over to Ben and Julie, hand in hand, while they were visibly arguing about something. Ben was used to this, since they argued **all** the time, but Julie had to stifle a giggle when she heard what they were arguing about.

"Kevin, why can't you just try it?" Gwen pleaded, but Kevin shook his head vehemently.

"No, Gwen. I'll go to school, I'll stop teasing Ben…as much, but I draw the **line**, at cutting my hair!" Kevin, said, throwing his arms out in emphasis. Gwen just sighed. "C'mon, Kevin, please…for me?" She added, leaning on him and smiling. He gulped. "You are **so** not playing fair." He complained, but she just smirked. "Yeah, well, coming from you, that doesn't say much."

Ben rubbed his eyes and moaned. "Oh, come** on!** Will you two quite wasting time on the sexual tension and make out already?!" Ben said loudly. Gwen and Kevin blushed beat red, while they both grumbled and said, "I'm gonna get you for this Ben/Tennyson." Julie sweat dropped and grabbed her boyfriend by the arm. "Uhh, c'mon, Ben, we're, uh, gonna be late!" Julie stammered, dragging Ben inside and possibly saving his life.

"Ben, why did you say that?" Julie asked when hey were far enough away that Ben's existence wasn't in dire peril. He smiled knowingly. "Because, those two need to move it along, and I figured I'd get Kevin back for all the teasing his done to me." Ben stated, smiling broadly.

Julie rolled her eyes, but she was still smiling. "Well, okay, but don't push them too hard. I care about you, and I really would love not to have to peel you off of Kevin's tires." Ben shivered, thanking the gods he could run away as Speedster, and grimaced as the bell rung. Julie opened her locker, which they were standing next to, and grabbed her textbooks. "Well, Ben, I have to get to class." She stood up on her tip-toes and gave him a light peck on the lips, then ran down the hall for her first class. "I'll see you later!" She called over her shoulder as she waved back at him. Ben waved back, a dreamy look on his face.

"Yeah…bye. *love-struck sigh*"

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Nick Olsen was a kid whom people knew instinctively was trouble. Maybe it was his constant scowl. Maybe his Hot Topic exclusive clothes. Or maybe it was his vast Juvie record. Regardless, he was the poster child for 'bad eggs'. A fact, which he took great joy in knowing.

He was walking through the park, hurrying past the section of the park lake that had been cordoned off by the police. Something about aliens or whatever. He had more important things to do than worry about some fake news report. Nick clutched his stomach as if growled loudly. For instance, where the hell to find lunch.

He looked around, and his gaze drifted to a hotdog stand. Perfect-o. He slunk over, waiting for a customer to arrive. While the man was busy fixing their order, Nick crept up behind and, when his back was turned, grabbed two dogs and bottled water from the stand, running quickly back into the safety of the thick trees.

He chuckled as he ducked under a thick branch and strode deeper into the un-developed region of the park, which eventually ended at Carpenter's Creek, where the land became open wilderness. Nick Olson was…well, perhaps a visual description is in order. He wore a black T-shirt with a skull on the front, spewing flames from its mouth. His blue jeans were weather-worn, with both knees blown out and a chain dangling from his left pocket. He wore black combat boots and a spiked collar, with his left ear pierced in three places with silver studs. His messy dirty-blonde hair framed a pair of icy blue eyes behind the lenses of red-tinted glasses.

He certainly looked the part of the delinquent, and he definitely acted like such. He had never seen the point of being 'nice' to others, so long as he got what he wanted, which is what led to him being abandoned four years ago at the tender age of thirteen. He'd grown accustomed to street life exceedingly fast, which lead to a life of crime. He'd become adept at grand larceny, having already stolen several cars and been involved in robbing a Wal-Mart by his current age of seventeen. He enjoyed what he did, and loved not having to answer to any authority that he could outrun.

Bottom line, the guy was trouble.

He wandered back into the open after a few minutes, having already scarfed the hotdogs and guzzled the bottle of water. He looked around, saw no one except a hobo snoozing on a bench with a newspaper blanket, and decided to crash on the grass for a second. He threw himself onto the cool grass, putting his hands behind his head, looking up at the clouds in the sky. He was tired from the big job Nick had pilled with the members of the Apocalypse gang. He'd been up since three A.M running from the cops.

Nick gazed up at the sky tiredly, absentmindedly scratching at the cracked Earth tattoo on his shoulder that was the mark of the Apocalypse gang, when his gaze fell on a small point of light in the sky. It streaked across the heavens, while Nick followed it with his eyes.

"What the…a shooting star?" Nick muttered to himself as he climbed to his feet. He saw the star almost leave his field of vision, than turn and smash into the ground in the middle of the woods, throwing up a huge plume of dust and sending a shockwave of pressure across the landscape; knocking leaves off of trees and pushing Nick back a few steps. He looked at the plume of smoke rising from the area the meteor had landed, than took of towards it, dodging between the trees.

As he grew closer, small animals ran past him, one squirrel even jumping on his head and leaping off, using him as a diving board. He covered his nose with his arm when smoke filled the air, and he stepped into a portion of the forest that had been blasted free of vegetation, while the charcoal-ed husks of tree trunks littered the ground. At the center of the clearing was an unusually small crater, which Nick ran over to investigate.

He looked down into the crater, at the bottom of which, a small metal pod which resembled a pillbug was simply sitting there, covered in rocks and debris.

"What the hell is that?" Nick thought as he examined the pod from afar, a bit anxious to get too close. He had seen AVP, after all. "Whatever it is, I'll bet it's worth some serious coin!" He smirked as he carefully tried to slide down the near-vertical side of the impact crater, but lost his footing and slid down on his ass.

He stood up, slapping dirt from his pants, and walked over to the pod. When he got within a few feet, the top segment slid back, revealing a small device.

"Huh? What's a watch doing in there?" Nick muttered as he bent over the opening to get a look at the small green watch. It blinked once and leapt out of its case, latching onto his right wrist. Nick yelled out in panic as he attempted to pull the device off, struggling in vain to tear the thin yet strong metal strap.

"What the hell is **WITH** this thing?!" Nick yelled loudly as he whipped his switchblade out and tried to saw off the watch, to no avail. After a few minutes of pointless slicing, he sighed and flipped his switchblade closed, inspecting the watch as he did so. Oddly enough, the knife hadn't left a scratch. Making a mental note to sharpen it later, he examined the actual device closer.

It consisted of a green and black strap, with the main portion on top. It showed two diamonds, one black and one neon green, within the face, while the outer case was green with two grey buttons. Nick poked one, than the other, with no results. Than, brainstorm, he pushed both in at the same time.

A green-rimmed hologram projected from the faceplate, startling Nick and making him yelp in surprise. He looked down at the opaque image, which showed a boy, about fifteen, with silver hair and a pair of red eyes, with a maroon jacket. He began to speak, with an accent Nick couldn't recall hearing anywhere else.

"Hello, human." The hologram began a sneer evident in its tone. "I am Albido, of the Galvan. I leave this message to whoever finds my Omnitrix, which I have repaired with contraband I've gathered during my imprisonment in this accursed body. It is a device of unparalleled power, with which, one could rule the galaxy. I wish the best of luck to its recipient, in the hopes they will make the galaxy pay for the wrongs it has wrought on me." The hologram petered out, and than a new one came up as the faceplate lifted up. This one was a transparent, all green silhouette of a strange creature, the likes of which Nick had never seen before.

He pressed the buttons again, with no response, but than, he turned the dial on top of the device, which made different holograms appear. One was a creature that looked like a big crystal with limbs, another looked like some kind of bug, but the last one made him pause. I was average sized, with a spiky head and large hands. Feeling curious, Nick used one finger to push the faceplate down. And than, he screamed as lava rock spread from the device and up his arm. It surged under his shirt and jacket, making his arm writhe. It covered his face, setting his head ablaze with fire. After a moment, the transformation was complete, with his whole body being covered by the lava, while the space in-between it looked like a flame was burning right beneath the surface.

"**HEATBLAST!"** Nick yelled in a strange voice, which, hard as it is to explain, sounded like fire itself. Than, he looked down at his flaming hands.

"**AAAAHHHHHH!!!!"** He screamed, batting at his body with his own flaming hands.

**TO BE CONTINUED…**

**Yeah…don't hate me for ending it there. I hope you guys like this chapter, and enjoy the story. R&R! **


	5. Chapter 5

"AAAAHHHHH!!!! I'M ON FIRE!!!! I'M ON FIRE!!!!!" Nick screamed like a little girl as he swatted at his arms, which just made his arm hurt. He was stumbling around in circles while this happened, until he finally teetered on the edge of the crater and rolled down the side into it, coming to a stop when he landed flat on his back at the bottom.

"Agh! Son of a…what a minute." Nick muttered to himself as he gazed down at himself. "I'm on fire…but it don't hurt." Nick grinned as he tightened his hands into fists. "Cool. Uh, hot." He stood up, then looked down at his hands. He huffed loudly in confusion, causing his flaming 'hair' to blaze larger momentarily. "Okay, so…now what?"

The universe provided an answer in the form of a large oak, weakened from the impact shockwave, toppling towards him. Nick looked up, and yelled, bringing up his hands to protect his head. His hands glowed brightly, then a stream of fire shot from his palms, roasting the tree and reducing it to ashes.

Nick cracked one eye open, half-expecting to see the falling tree, but instead got to witness a flurry of hot ash rain down on the area. He lowered his arms and stared down at his hands.

"Okay…what did I just do?" He flexed his fingers, concentrating on his hands experimentally. His reward for his efforts was a small fireball forming in his right hand, which he bounced up and down, like a pitcher gauging the weight of a baseball. A grin spread across his molten face as he formed another fireball in his left hand.

"Oh yeah, I'm on fire." Nick laughed, then tossed one fireball at a tree branch, causing it to explode. He pulled back his arm and threw the other straight up into the air, where it exploded like a firework, sending sparks shooting across the sky. Nick put his hands on his hips, looking proud.

"Oh, yeah! I'm the man!" Nick crowed, then frowned. "But, I don't wanna be a walking bonfire forever!" He fell back, sitting down hard on the ground, his head in his hands.

"Alright, now, how do I change back to me again?" Suddenly, he was engulfed in bright green light and, when it faded, there he sat, now back in his human form. Nick gasped in surprise and he patted his hands over his body, affirming it as really his own. Amazingly, he was fine. Not even his metal piercings were hot.

Nick glanced down at the Omnitrix on his wrist and messed with the controls, bringing up the selector again. He spun the dial in random order, then slammed down the faceplate.

"**BIG CHILL!"**

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Lunch at Ben's school was a noisy affair, with the entirety of the school's student body crammed into the cafeteria at the same time. Ben was stuck in the usual jam for food in the lunch line, grabbing a slice of pepperoni pizza and an order of chili fries. He slipped a lemonade from the icebox and paid for his meal at the cash register, then walked over to the table where Gwen, Kevin and Julie were all sitting together, while Kevin had his head in his hands.

"Hey, Kevin, how was you're first day of school?" Ben asked as he took a seat next to Julie, who paused from eating her chili fries to give him a quick hug. Kevin glared half-heartedly at Ben, then groaned.

"It blowed. I'd rather be stuck in the Null Void at this point." Kevin replied, taking a sip from his Coke. Gwen rolled her eyes. "C'mon, Kevin, you're being overly dramatic." She scolded, and he turned his head to look at her. "I've never learned this much useless crap in one day before. The only good thing about this place is shop class, 'cause they let me work on my car."

"Well, that's something, isn't it?" She replied smugly. Kevin just mumbled intelligibly in reply. At that moment, a scream and a metallic clang was heard from behind them, with several thumps in accompaniment. Our heroes turned to discover the source of the disarray. The cash register was scuttling across the wall, firing coins and bank notes in random directions. Judging by the green marking, Ben and Julie both looked at each other and said simultaneously, "Ship."

"Ship! Bad boy! Come here, now!" Julie yelled at the little Mechomorph, who stopped his rampant destruction and leapt happily at Julie, changing back into his original form and rubbing against her leg. "Ship, ship!" He chirped happily as Julie picked him up and held him an arms-length away. "You've been very bad, Ship." She said sternly. Making ship chirp sadly and slump a little in her arms. Julie, even if she was angry, was by no means a cruel person, and soon relented.

She crouched down and petted Ship on the head. "Ship, you can't come to school with me. Go home, and I play with you when I get back, okay?" She said, to which Ship barked happily, raced around her in a circle, then slid off out a window, presumably towards home. Meanwhile, the student body was beginning to truckle back into the cafeteria, along with Principle White, who immediately began to spazz out about the damage done to the cafeteria. Ben looked over at him and sweatdropped.

"Umm, maybe we better get out of here." He suggested, and the others nodded as they filed towards the door, trying to feign non-chalance. Luckily, they managed to make it out of the cafeteria before the principal could get a hold of them, while Kevin smirked in amusement.

"Best school-day ever."

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**Okay, for the record, I changed Aerodactyl's name (not a fan of Pokémon, so I didn't know) It's now HAWKWING, for all who care.**


	6. Chapter 6

"I really should have thought this through better." Nick said to himself as his hard-made ice-sculptures melted in the April heat. After blissfully flying around as that big moth for a while, Nick had sneezed and unintentionally covered a good-size piece of ground in ice. After experimenting for about a half-hour, he'd gone ahead and made a few sculptures, one of which was a horrendous piece of himself in profile. So, following his futile attempts to replicate the Alaskan Ice Games, Nick had finally bothered to leave the little clearing where he had found his little present.

He slammed down on the Omnitrix again, engulfing himself in a bright flash of green light. His arms and legs thickened, bulging with muscles while his fingers grew claws. There was a sickening crack as his knees reversed direction, although it didn't hurt, only felt strange. Like when they drill into your teeth at the dentist, where it doesn't hurt, but you know it should. Speaking of teeth, Nick's lengthened and became sharp, while his eyes melted away while his body sprouted dark, coarse orange hair.

Nick whined like a dog as he scratched at the spot where his eyes had once been, unable to talk due to his new, alien vocal cords. He ran in a circle, howling, then the thin gills on the sides of his head flexed open, giving him a sensory blast of his surrounding areas

Nick was blown away by the rush of sensations. Nothing in human senses could even come close to this kind of thing. He couldn't see, but, it was like he didn't need to. Scents were so precise they created a three dimensional map of his surroundings, and so much more. He could easily identify the different people in the park, he could hear the insects crawling through the ground, and he could even sense the exact position of all living creatures around him, just by their heat signatures, like he was a living heat-seeking missile. Albeit one that was drooling like a blood hound.

Nick was running in a circle, then he caught a whiff of a scent he recognized. Well, he didn't really 'recognize' it, seeing as how he'd never been an alien before two hours ago, but the scent seemed to strike a cord within him. Not sure why he was doing it, since this body acted on instinct more than anything else, he used his powerful hind legs to propel himself up into a tree, grabbing a branch and using it to swing ahead, landing in the crook between two branches.

He still wasn't sure how he was able to pull this kind of thing off, since he had no eyes (he scratched his head at the thought), but he was able to leap through the trees like Spider-man, with no trouble at all. It seemed like this alien, whom Nick had named Primal in the back of his mind, was built for the forest.

However, time was not on Nick's side, and, when he was halfway to another tree (just above a path through the park, in fact), the Omnitrix symbol on his chest beeped and flashed red, then he was engulfed in a red flash. When it disappeared, he was flying through the air, back in his human body.

So, screaming, limbs flailing, Nick fell about ten feet and crashed into the brush below. He groaned as he climbed out slowly and painfully, twigs scratching at his arms and back. When he was free of the murderous shrubbery, he lifted up his wrist and glared at the Omnitrix, which glowed cherry red instead of the usual electric green.

"Stupid watch" Nick mumbled as he stood up. He walked out onto the path, looking to see if anyone had seen him. No one was around, so Nick made his way down the path towards home, a nice room in an abandoned church.

However, once he got to the edge of the park, he ran across the street and was nearly hit by a police car, which screeched to a stop about a foot from him. He looked at the windshield, like a deer frozen in headlights, and then got a look inside the car. He recognized the cop as the one who cracked down on an Apocalypse gang meeting a few days back, and he knew the cop knew who he was. "Shit." Nick swore as he sprinted to the curb, with the police car turning on its lights and siren, chasing after him.

He dodged around pedestrians and parked cars, with the cops right behind him. He dodged around a fat guy's stomach, leapt up onto a parked Nissan's bumper, then jumped between cars, landing on the edge of he block. He frantically looked around for a place to hide, with no place apparent. Then, his eyes locked on the perfect hiding spot, and he ran across the street among a crowd of people, slipping out of the throng and rushing through the front doors.

The sign above which read, "**Bellwood High School**"

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Ben was so bored. He'd had to sit through another one of Ms. Knight's lessons on biology, which, he suspected, she intentionally made boring so as to lull her students to sleep in a conspiracy to keep them from passing. Or, maybe he was just wiped from saving the world yesterday. Either way, he was bored.

However, one thing that was sure to distract our hero and keep him at least partially awake, was his personal favorite biology, Yes, folks, this was the one class Ben shared with Julie, so he was more interested in passing notes to her, then taking the notes he needs. And we wonder why he fails his classes.

Regardless, he was currently writing a note and surreptitiously passing it to Julie, who was in the seat next him.

**Hey, Julie, can we catch a movie tonight?**

She passed a note back.

**Sure, but first, you have to help me find a collar for Ship.**

Ben passed his note back, still looking straight ahead.

**Yeah, we can't let that fiasco happen again. :( **

She nodded, a small smile on a face, as Ben handed her another note.

**Sooo…what movie do you wanna go see? **

Julie looked thoughtful for a moment, then wrote down her answer and passed it back.

**How about…The Haunting in Connecticut?**

Ben nodded, and held up his note book, where he had written "Cool." In large block letters, with a little scared anime smiley face, which was being chased by Ghostfreak.

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Meanwhile, in the halls, Kevin was attempting to get his locker open without resorting to his powers. He wasn't having much luck.

"C'mon, you stupid hunk of scrap, open!" Kevin said angrily to his locker as he punched it ineffectually. He huffed a looked around, and, seeing no one, put his hand to the locker door and absorbed a small portion of it, coating his hand in dark-green metal. He used it to punch through the lock on his locker door with his finger, then opened his locker and pulled out his bag.

Kevin turned his head to look down the hall when he heard someone running down the halls, and saw it was some kid he didn't recognize. He looked like a street punk, except for his red-tinted glasses. And, the panicked expression on his face. He ducked around and hid behind Kevin, nervously looking over the teen's shoulder.

"Umm, you want somethin'?" Kevin asked, quirking up an eyebrow. The guy, who looked about Kevin's age, nodded his head. "Dude, the cops are after me, you gotta help me lose 'em!" He said, scream-whispering. Kevin looked at him critically. Well, on the one hand, he was trying to be a good guy, as in, no more criminal activities. But, he knew first-hand how tough life on the street was, and how it drove people to criminal tendencies. Finally, he sighed and pointed down the hall to the left. "Exit's that way, man."

The guy sighed in relief and ran off, waving back at Kevin. "Thanks, dude!" He called out, but Kevin's eyes were fixed on his hand. The watch on his wrist looked almost like… "Oh, crap." Kevin muttered as he ran off after the guy.

He ran to the end of the hall and looked won the branch Nick had run down, seeing the punk at the end, with two cops in front of him. They appeared to be talking to him, the whole, 'right to remain silent," thing, and the guy was fiddling with his watch.

When the top popped up, and he began turning the dial, Kevin's eyes widened, then he ran towards him, skimming his hand on the wall and absorbing an armor of concrete. However, he didn't get there in time before the kid was engulfed in a blinding flash of green light, blinding Kevin, who was then blasted back by a torrent of flame that filled the hallways.

"**HEATBLAST!!!!" **Kevin heard him yell out as he slammed into a wall of lockers, sending papers and other school supplies scattering over the hall. He looked up, and he saw the two cops, running for their lives, with the familiar form of a Pyronite walking after them, forming two fireballs in his hands.

**TO BE CONTINUED…**


	7. Chapter 7

Ben was knocked out of his chair as the building was rocked by an explosion, knocking objects off shelves and scaring the student body out of their skin. After a few seconds, the fire alarm started blaring and the sprinklers soaked everything inside. People shrieked and stampeded towards the nearest exit, not caring if others were knocked aside and trampled underfoot.

Without warning, Ben was caught in the tide of students and was carried along out into the wide hallways, where people scattered in either direction.

"JULIE!" Ben yelled out as he frantically searched the throng for his girlfriend. "Ben!" He heard her yell from the left, and he swung around in time to see her get pulled beneath the top of the crowd. Ben yelled out incoherently and ran towards where he'd seen her disappear, slugging to guys who had gotten in his way. He stepped over them as he pushed through the group, punching people out of his way when necessary.

He had searched for what felt like half an hour, but was only a few minutes, when he caught a brief glimpse of her pink sweater though the pushing bodies. That was all he needed before he plunged his hand through and grabbed her arm, pulling her into an embrace. After hugging her for a few precious seconds, he held her a little away from himself.

"Ben, what's going on?" Julie asked, panic coloring her tone. Ben shook his head. "I don't know, but I need you to get somewhere safe, okay?" He said, and she shook her head.

"No way, I'm not leaving you." Ben groaned and threw his hands up. "Julie, dammit, just go!" He yelled at her, then his face feel.

"I…I couldn't stand to see you hurt because of me." He said in a near-whisper, a forlorn expression on his face. Hers softened and she pulled him into a hug.

"Okay, I'll go. But, be careful, alright." She said into his ear, and Ben nodded as she let go. He gave a short wave to her, then ran off down the hall in the direction all the students were fleeing from. Above him, smoke and sprinkler showers filled the air, making it seem as if a thunder storm had been confined in the building.

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The day was not going as Nick had planned it. First, he'd found the watch in that freaky pod, but that was cool. However, being stuck in the school, with cops chasing him, definitely wasn't. "_Well,_" He reflected as he tossed a casual fireball at a cop's pistol, melting it onto his hand, causing the pungent aromas of burning metal and scorched flesh to fill the air, "_At least the watch works again._"

The school's sprinkler systems were drenching Nick, but, when the drops came into contact with his molten skin, they evaporated on contact, filling the hallway with a hazy fog of steam. He was looking for the other cop when, out of no where, he was punched in the jaw by an unseen force and sent sprawling into the wall of lockers.

He looked back at who punched him, and was greeted with the sight of the same guy whom had helped him out earlier, only he was covered in a dark-grey armor that covered his whole body, even his eyes. The guy cracked his knuckles and smirked as he slowly approached the fallen Pyronite.

"So, not that I don't appreciate you givin' me somethin' to hit, but I gotta end this fast. That Omnitrix a yours is goin' bye-bye." Kevin said cockily, then pulled back a fist and threw a punch at Nick's head. His fist just connected with the floor as Nick rolled out of the way, then threw up a hand, pointed at Kevin's head. It flashed with fire for a second, then shot a stream of flame at him, blasting him into the air and about ten feet away.

Kevin grunted as he hit the ground, while Nick rose to his feet. He walked over to where Kevin lay, his hands glowing as he prepared to blast the teen into oblivion. Before he could, Kevin opened his eyes and smirked. "Psyche." He said, then pulled in his leg and drove it into Nick's stomach, making him double over. Kevin moved into a crouch and delivered an uppercut to Nick's chin, snapping his head back and causing a stream of glowing yellow blood to fly from his mouth. He backed up a few steps, rubbing his hand on his jaw.

He formed a fireball in one hand and threw it at Kevin's face, but Kevin threw up his arms to block it. When he lowered them, Nick landed a jab on his face with his super-heated fist, melting Kevin's armor and breaking his nose. Before he could land another blow, an invisible force slammed into him, knocking him through the air and threw three walls, until he crashed into the bleacher for the soccer field outside.

Nick grunted as he lifted a beam that had fallen on him off to the side, where it clattered against the other remains of the bleachers. He sat up, spitting a glob of his molten-blood out onto the grass, where it sizzled and made a few blades of grass catch on fire. He set his arms on his knees looking forward, when a grey shape blurred past him and stopped in front of him, revealing a gray creature about 6" tall, with a green and black suit.

"Okay, who are you and where did you get an Omnitrix?" Speedster asked quickly, while Nick stood up. "I don't know what you're talkin' about, man, but I'm keeping this thing!" Nick retorted as he fired a barrage of fireballs at Ben, who dodged around all of them, then ran at Nick, full speed.

Nick blasted the ground, propelling himself skyward and away from the school. "Ohhh, crap!" Nick yelled as he tumbled through the air, a fireball forming beneath him. Finally, he was able to right himself, and he enjoyed the awesome feeling of flying through the sky, surfing on a fireball. He could see most of Bellwood underneath him, La Soledad out to the South, and, at the edge of his vision, he could see the farmland of Grover's Mill. However, his sightseeing was short lived, as a huge vibration collided with him and knocked him clean off his fire-ball.

He fell for a few hundred feet before he could get his bearings back and regain a stable flight pattern. He flew threw the air at the one who'd attacked him, and saw a huge, green-and-blue bird, with an Omnitrix symbol on its chest. Nick slammed into the bird, knocking them both through the air and towards the ground.

"Get off me, you idiot!" Hawkwing yelled at Nick, who sent a burst of heat in every direction, blasting Ben back a few feet. Ben dove back at him, using his clawed feet to grapple with him. He glared at Nick, straight in the eye, and yelled, is a scratchy voice, "Give up, I don't wanna have to hurt you!"

Nick, however, had just caught sight of the symbol on Ben's chest, and how it resembled the one on his own. He stared at Ben in shock. "You've got a watch, too?" He yelled over the rushing wind as they descended, the ground looming ever closer.

"Yes, and I can work it better! Now, change back, or we'll both be street-pizza!" Ben screeched, and Nick shrugged.

"Whatever, man. I'll be fine." Nick said, grinning confidently, and he disappeared in a flash of green light. His molten skin froze over and became blue flesh, wings spread from his back, and his hair-flame extinguished and turned into a cloak-like hood. His eyes changed to a rough almond shape and glowed an eerie green.

"**BIG CHILL!!!**" Nick wheezed as he fazed through Ben and flew behind him. Ben flapped his wings quickly, attempting to reverse direction. However, the momentum he'd built up had become to much, and he crashed-landed right into the lake where, the day before, he'd left the robbers to await the cops.

He plunged deep beneath the surface, scaring a school of fish who mistook him for an osprey. He flapped his winged arms through the water, discovering, to his relief, that they made excellent paddles. He stroked through the water, his sharp beak breaking the surface and gulping in air. He swam to the shore, dragging his soaking-wet body out of the water and onto the grassy banks. He shook his body quickly, like a dog shedding water, and sent droplets flying in every direction.

"Sorry, man, but you're all wet." A creepy, phantasmal voice breathed as Nick, in the form of a Necrofriggian, floated to the ground. Ben lunged at him, the claws on the ends of his wings pointed sharp, but Nick didn't bat an eye. He breathed a frozen mist of vapor and Ben, freezing the water that was literally soaking his feathers. Ben managed to get a few more steps before the water froze completely and he was stuck in place.

Nick regarded Ben with a look of annoyance and mild anger, and walked up until they were eye to eye.

"Listen, man, I don't know what your whole, 'hero-complex' is about, but no-one, and I mean NO ONE, is gonna take this thing from me. This watch is my ticket out of my suckish life, and I intend to take it. So, leave me ALONE." Nick threatened, and, with that, spread his wings and flew off into the sky.

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Ben, frozen in place, swore in his head a few times, using words which would have gotten him grounded for saying aloud. He moved his hand slowly towards the Omnitrix symbol on his chest, the ice making it hard to move. When his finger finally grazed it, Ben was engulfed in a bright flash of green light.

Speedster tensed his muscles, then his limbs began vibrating at an intense speed, blurring his form. Ice melted in pieces and dripped off him, due to the heat generated by his vibration, freeing him from his entrapment. He shivered, rubbing his hands together for warmth, then sped off, reappearing a second later in the school grounds, behind a conveniently placed tree.

With a burst of green light, Ben changed back into himself, emerging from behind the oak to see the school in ruins, fire alarms still blaring as a few trails of smoke curled into the sky. He saw Kevin, with his armor missing pieces and scrapes on his skin, sitting on a part of the destroyed bleachers with Gwen, who had her hands above his wounds, healing him. Her usual glow had a blue tint to it as she fed streams of mana into the cuts and scrapes, where the skin knitted together, like magic.

She took her hands away from him, a satisfied expression on her face. "Well, you should be fine. Maybe a bit sore in the morning, but fine." She told Kevin, who nodded and stretched his arms, earning a pop when the cartilage in his joints cracked. He grunted a little and sat back down, looking at Gwen. Neither of them had noticed Ben yet, and he used such fact to his advantage.

"Thanks Gwen, that lil' tool did a number on me." Kevin said brusquely, but, if you got a microscope, you could just barely see a blush tingeing his face. Gwen was sitting quite close to him, which probably made his head whirl with possibilities. I'd like to list them, but this is a T-rated fan fiction.

"You're welcome. And, did you see where Ben went? He might need help." She said worriedly. Kevin, however, had other ideas.

"I don't know where he is, but…" Kevin slid over until they were touching, and he leaned over her a bit. "He's not here now." Kevin finished his voice a purr. Gwen half-lowered her eyelids and put her arms around his neck. "True…" She trailed off.

Ben cleared his throat loudly to get there attention, and their reaction was priceless. They flew away from each other so fast; you'd think they both had the plague. Their faces turned bright, tomato red, while they couldn't look at each other or Ben.

"H-How long were you, umm….standing there?" Gwen asked, stuttering embarrassedly. Ben shook his head amusedly.

"Too long." He answered as he looked around the area. "So, now that you two hormone-bags are done, can we move on?" They both nodded mutely as Ben launched into an explanation on what happened. When he was finished, Kevin nodded grimly. "Yeah, I saw the thing, but he went pyro before I could do anythin'." He said, as Gwen looked puzzled.

"Okay, really, how many Omnitrixes are there? There's yours, Aledo's, and now this guy's." Ben nodded. "Yeah…Anyway, he's got my old aliens, as far as I can tell. He was fighting as Heatblast, but then he turned into Big Chill." Kevin looked thoughtful for a second, then his eyes perked up.

"You think he got Alien X?" Kevin asked, which made Ben's expression darken. "If he has, he doesn't know it yet." Ben replied, and then he was tackled from behind. Two pairs of arms wrapped around him from behind and pulled him into a hug.

"Oh, Ben, we were so worried!" His mother, Sandra Tennyson said as she hugged his so hard, it was becoming difficult to breathe. "They released him, allowing him to gulp in a breath. The other students' parents had all arrived to take them home, since the school was pretty much wasted.

"We saw what happened on the news, and we'd thought you'd gotten into trouble." His dad said, as he jerked a thumb in the direction of where a film crew from the local news was reporting. "Relax, I'm fine. A little chilly, but fine." Ben reassured them, while Gwen had been similarly assaulted by her parents. Kevin was even being fussed over by his mother, which he seemed to be immensely embarrassed about.

"Mom, c'mon!" Kevin whined as his mother scolded him for 'getting involved with those horrid aliens again'. "No, I don't want to hear it. You've become a decent young man, and I don't aim to let you become a criminal again." She scolded. Kevin's mother, Ashley Levin, was a woman with long black hair down to her arms, sky blue eyes, and a thin figure. One look at her expression made it apparent where Kevin got his stubbornness.

Ben laughed at Kevin's expression as Kevin's mother, who was a good three inches shorter than her son, gave him an earful. It truly was priceless.

"_They're so right."_ Ben thought as he walked with his parents back to their car. "_The best things in life are free."_

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Nick glided down between two buildings, changing back to his human form in the shadows behind a dumpster. He grimaced as the smells of rotting garbage assaulted his nostrils. He walked out of the alley and zigzagged between the cars as he crossed the road in front of him. He was in a part of the city where the skyscrapers were absent, but the buildings still rose about five stories. When he got across the street, he walked behind a bus stop and ducked through a hole in the rusted chain-link fence that encircled the block where Nick's home resided.

The old church had been abandoned a few decades ago, but the city had run out of money before they could demolish it. So, it stood, an ancient sentinel to the comings and goings of Bellwood, decaying and gathering dust. So, when Nick had come across it, he'd freely made it his home. Some may find it odd that a criminal lived in a church, but the irony of the situation did not escape him. However, he didn't care that much.

He climbed up the dusty stairs and opened the great double doors. He slipped inside as the doors closed with a bang. The entrance chamber had the main entrance, as well as two staircases that wound up to the second story. The main entrance was blocked by debris, so Nick jogged up the left staircase ( the right was unstable) and emerged onto the balcony, where the stained glass windows, darkened by years of neglect, sent scattered chinks of colored light across the cavernous room. Nick grabbed a can of Pepsi from his cooler and slid down the banister that led to the main floor.

He'd cleared out several of the pews and made it into a living room of sorts, which he'd filled with an old couch, a few scattered bean-bag chairs, and two coffee tables, one wood and the other metal. The marble floor was scattered with old food boxes and drink cans, as well as the odd magazine (most of which were Naruto manga and issues of Playboy) He had a small clock sitting on a crate Nick had stolen from the local grocery store. Several lamps on various raised locations cast an irregular light on the room.

He'd gotten a generator during a job a few months back and had used the electricity to add some actual necessities to the place. The fridge was the first, while the lamps came in over time. Since he kept some cash from his crimes, he had enough cash to buy gas for the generator every now and then.

He walked through the room until he entered an alcove next to a window that was mostly intact, where he kept the mattress and tangle of covers that served as his bed. He set down his drink and dropped onto the mattress, the springs squeaking in protest as he rolled over and grabbed a half-empty box of Chinese take-out from the floor next to his bed, forgoing the chopsticks to instead gulp it all in one bite.

He tossed the now empty box off into the corner, unintentionally making a basket-shot into a bucket. He put kicked off his shoes and pulled off his shirt, tossing it into the pile of clothes next to his mattress. He put his head down on his pillow, affording him a perfect view of the city skyline through his window, and gazed up at the stars. He idly wondered which one his Omnitrix came from. So, with that in mind, he fell asleep quickly enough.

**Yay, Update! Review, please, and tell me what ya think! I would love to know your thoughts on the fight scene! :D**


	8. Chapter 8

The next day, Nick left his squatter's home and made his way into the hustle and bustle of downtown Bellwood. Instead of heading off into the main crowd as he would usually do, Nick made his way behind a few low-lying buildings.

Turning into an alley, he spun the dial on his Omnitrix and slammed down on the faceplate. Neon green light engulfed him as his skin turned a frigid blue, and his eyes began to glow and become roughly almond-shaped, as strong, wide wings unfurled from his back.

"**Big…Chilll.**" Nick rasped as he flapped his moth-like wings and took to the sky, becoming intangible in the process. Invisible to the naked eye, he flew through a brick building to his left and rose into the air above town, turning away from downtown and soaring over to the rougher part of Bellwood.

"C'mon, I can find this place with my eyes closed, how hard can it be from a few hundred feet up?" Nick grumbled as he scanned the ground with his luminescent green eyes. His gaze halted on a familiar, graffitied old warehouse.

He tucked in his wings and dived towards the ground, pulling up at the last moment. He flapped his wings to slow his fall, sending up swirling clouds of dust and trash from the sidewalk, shifting back to human and dropping about half a foot to the dirty concrete.

"Always arrive in style," Nick said quietly, smiling to himself as he turned a corner and strolled to the entrance of the warehouse, an old steel door with a small, dirty window set in the upper middle.

Nick kicked the door in the bottom left, making the deadbolt inside unlatch with a clunk. He shoved hard, making the door pop open. He peered inside the cluttered room within.

Bits of nuts and bolts littered the floor, along with several puddles of grease. Crates and boxes were stacked to the ceiling in places, where several cracked and filthy skylights let in a meager amount of brown-ish light. The room was lit by rows of fluorescent lights, a few of which were flickering or cracked.

Nick strode into the room, approaching an area littered with car parts and half-stripped autos. He came up to a BMW with the rear portion missing, paused for a moment, and slammed his fist down hard on the hood.

A loud clang, followed by a string of profanities came from within before the hood popped up, revealing a very dirty and very annoyed teenage boy. His bright red hair was cut short, dirty and matted. His large blue eyes were blinking at the sudden light, and he wore a dark tan, stained pair of overalls with a black tank top.

"Who the hell? " He began, and then his gaze fell on Nick, who was holding a hand to his mouth to stifle his laughter. He grinned and leapt from inside the engine, clapping Nick on the shoulder.

"Nick, you son-of-a-bitch, where the hell have you been? I haven't seen you in days!" The teenager said happily. Nick smiled back and bumped fists with him. "Hey, Tony. I've just been around. So, what's up?"

Tony shrugged. "Eh, same old, same old. Fixing cars, takin 'em apart, breaking at least four laws a day. For instance," Tony swept his hands at the BMW, which lay in so many pieces on the garage floor. " I'm putting the suspension from this heap in my new project."

Nick cocked an eyebrow in question. " And, that would be…?" Tony's grin grew even bigger. He gestured for Nick to follow and lead his to a portion of his garage that was separated from the rest by a thick curtain. Tony pulled it back with a flourish, revealing one of the most interesting cars Nick had ever seen.

It resembled a 2009 Mustang GT in shape, except for the oversized off-road tires. It was painted dark red and grey, the signature colors of the Apocalypse gang. Two small, modified machine guns were strapped to either side of the hood, while the trunk had been converted to house what looked like a bank of small missiles.

Nick's jaw dropped as he took in the vehicle, then turned to Tony, who wore a smug grin. " Dude, where did you GET all this stuff?!" He questioned, which prompted Tony to shrug. "A few places, but I got the main computer systems from some weird dudes in old knight costumes. The rest of this, Spike got the other members to deliver. He wants me to mass produce these babies."

Spike, the leader of the Apocalypse gang, made the decisions for what the group's focus would be, whether it was stealing or drug pushing, or something else. Tony, as the gang's best mechanic, was usually busy fixing or upgrading the gang's cars. However, nothing like this had ever been done.

" Why'd he make you juice up this bad boy?" Nick asked, jerking a thumb at the war-outfitted Mustang. Tony glanced from side-to-side, refusing to meet Nick's eyes. "Umm…I actually don't know. I guess we'll find out at the big meeting tonight."

Nick smirked, then glanced back at the car. " Hmm, guess it'll be one hell of a night, then." Tony nodded. " Yep. I just hope some mofo don't go all psycho-ass on us like last time."

* * *

"How cliché' is this?" Kevin asked Ben, as the drive-in movie Creature Feature began. Julie and Gwen were off to get popcorn and smoothies ( Ben had been ecstatic when he saw the Mister Smoothie sign at the snack counter). Ben shrugged. " Well, it could be worse." Kevin shot him a glance.

"How?" Ben gave him a look.

" We could be here without dates." He deadpanned, and Kevin grimaced and nodded.

"Yep, that'd be way worse. Hey, speaking of disasters, what happened to your girlfriend's pet blob?" Kevin asked, turning around in the driver's seat.

"Well, Julie said that he left right after the 'Battle of The Lunchroom", so I actually don't know." Ben replied, glancing at the big screen as some guy in a cheesy werewolf costume closed in on a girl in a hoop skirt, with her screaming bloody murder. "Ugh, dude, when was this thing made?"

Kevin leaned out his window to read the movie info on a small sign next to his car. "Hmm, 19…54. Damn, and I paid eight bucks for a ticket? We got scammed, bro." Kevin pulled his head back inside the car. The sun had just begun to go down, and the last rays of light bathed the movie screen, which made he sub-par special effects look even worse.

" I thought this movie just came out." Kevin said, in reference to the horrible movie they had just bought tickets to. Ben grunted from the back seat.

" It did, but we got the wrong theater. This one shows some film festival movie made back in the fifties that goes by the same name. "

"Bogus" Kevin grumbled, to which Ben replied, " Yep." Just then, their girlfriends arrived back at the car with snacks. Ben's mood improved hugely when he saw the smoothies in Julie's arms.

* * *

Nick and Tony arrived at the meeting later that night, right after the sun had sunk beneath the horizon. Not wanting to show off his new toy just yet, Nick had bummed a ride from Tony in the new Mustang-of-death. When they arrived, they had parked behind a few shipping crates near the huge warehouse where the gang meeting were always held.

As the two strolled into the entrance, a hand roughly held them back. Nick looked at the arm's owner, a guy in his late teens with a few days worth of stubble, a crooked nose, and yellow teeth stained with tobacco. " You two are late." He growled, and Nick bristled, slapping down the newcomer's arm. "Move it or lose it, ass-hole." Nick threatened, reaching into his pocket and pulling out his trusty switchblade. The door guard seemed to consider it for a minute, then grudgingly let them pass.

Firelight flickered up into the cavernous ceiling from about two dozen oil drum fires, illuminating the grimy faces of roughly forty gang members, scattered throughout the warehouse. All heads were turned to the north wall, where, atop a concrete platform, there was a tattered, grey armchair.

In it sat a man, who looked to be around nineteen. A tall, dark red and grey Mohawk broke his buzzed black hair like a bloody sharks fin. He was an imposing height, looking to be at least six feet tall. He wore a sleeveless grey shirt, revealing bulging biceps painted with swirling black tribal tattoos. Black pants and combat boots completed his ensemble, but did little to detract from the jagged scar on his chin or the intense glare from his brown-black eyes.

This man was Spike, leader of the Apocalypse gang, a man who commanded respect, obedience, and fear from thieves and murderers.

All the chatter in the room ceased as this imposing figure stood from his seat, looking out over the gathered youths. He spoke with an accent reminiscent of the Chicago area, which was the only thing any of them really knew about where Spike had come from.

"Okay, boys. We're here because of one thing. The Dragon Eye gang." His words sparked a storm of whispering through the crowd. The Apocalypse and the Dragon Eye had been in a bloody street war since the mid-90's. In fact, it had been a Dragon Eye member who was responsible for the opening that Spike filled in becoming leader.

"We' been fighting it out with those sorry mother f***ers for years now, and I'm sick of it! Just last week, five of our guys were killed in a bar downtown. But, with what I've had our mechanic, Tony, whip up, we can take em' all out at once!"

The sound of an engine revving echoed trough the building, drawing everyone's attention to three cars that had just been driven into the main space, Tony's Mustang among them. Besides the Mustang, there was a pick-up with something resembling a futuristic chain gun mounted in the bed and an armor plated Hum-V.

Spike turned back to address the crowd once more.

" With all of us together, and these new weapons on our side, we're unstoppable!! Now, the Dragon Eye should know to be afraid!! **The Apocalypse, is here**!!!!" He bellowed, raising his first into the air. The crowd mimicked the motion, roaring back their approval. Nick cheered along as well, raising the arm with the Omnitrix strapped to it up into the air. Spike nodded in approval of their response.

"All right, people! Get ready; the attack goes live tomorrow night. Be there, or don't come back!" The crowd cheered again, as Spike turned and walked behind his throne, into a small, black metal door, which lead to his personal quarters. Soon after, the crowd dispersed, either leaving or gathering into small groups to socialize.

Nick was about to go try and find Tony, when a pair of arms wrapped around his neck from behind, and a feminine voice purred in his ear.

"Hey there, Nicky. Guess who?" Nick smirked at the question and gently pulled the arms off of him, turning to greet their owner.

She was a slim girl, curvy, only about two inches shorter than him. Her mid-night black hair and chocolate brown eyes were perfectly accented by her pale skin. Her dark eye make-up furthered the effect. She wore clothing that could be adequately described as 'punk'. Which is to say, a red-and-grey striped top, black leather jacket exposing her front, a plaid skirt, black jeans underneath, and dark purple converse.

"Hey, Kayla babe. What's up?" Nick asked he and Tony's long-time friend. Kayla blew a bit on her nails, shrugging.

"Oh, the usual. Spike had all the girls making drinks for the guys, so I've been busy. Wanna beer?"

Kayla, Nick, and Tony had been friends since they joined the gang at fifteen. Tony and Nick hung out at the dive where Kayla was the bartender almost every day in the days after they first joined the gang. They talked a lot, Tony spewing mechanical design ideas and deep secrets while intoxicated. Nick and Kayla had become fast friends, even dating briefly. It never really went anywhere, so they decided to just be friends. The trio had become inseparable ever since.

Now, Kayla was the best drink mixer in the gang, and she kept everyone else buzzed and happy.

"Sure thing. After all, how could I turn down one of your famous concoctions?" He teased, taking a tall can of beer from her. She grinned impishly and walked back to a small jeep with pink and purple hot-rod flames decorating the sides. She hopped in and waved a hand at him.

"You coming?" She yelled over the buzz of the crowd. Nick grinned wider, ran over to the front seat, and hopped in as Kayla whooped and peeled out of the garage, fish-tailing and streaking off downtown into the whirling chaos of lights that was Bellwood's equivalent of the red light district.

* * *

" I still cannot believe how much that movie sucked." Kevin grumbled as he switched on his headlights and pulled out of the theater parking lot. Gwen rolled her eyes.

"Honestly Kevin, complaining about the movie won't get the last two hours of your life back." Kevin snorted and shrugged.

"Maybe not, but it makes me happier." He said, his eyes drawn to the girl beside him. He put his arm around her shoulders. "But, at least we got to spend some time together." He amended, his trademark smirk appearing on his lips.

There was no reply from the back seat, since both Ben and Julie had fallen asleep leaning against each other. His cheek rested against the top of her head, and his arm wrapped protectively around her in his sleep. The scene was so adorable, that even Kevin was unable to make a comment (though how he wanted to).

Kevin wiped his hand over his eyes. "Uh, tomorrow better be more exciting than today. I mean, I am really bored." This statement, if Kevin knew its repercussions, was a fantastic example of how karma is a complete bitch.

**Okay, I know I haven't updated this in over half a year, and I'm sorry. I just hit writers block that I couldn't get past, and I eventually lost interest. But, after Alien Swarm came out, it unclogged my brain, and I came up with the rest of the plot and a few more aliens. So, expect this to be updated more often ( as in about a week versus 8 months) I hope you enjoyed the chapter, and I know your gonna love what I have planned. :]**


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